Form 8-K

8-K — Reborn Coffee, Inc.

Accession: 0001213900-26-096775

Filed: 2026-09-02

Period: 2026-08-27

CIK: 0001707910

SIC: 5812 (RETAIL-EATING PLACES)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0304356-8k_reborn.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 2, 2026 (ea030435601ex99-1.htm)

GRAPHIC (ea030435601_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0304356-8k_reborn.htm · Sequence: 1

false

0001707910

2026-08-27

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August

27, 2026

REBORN COFFEE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41479

47-4752305

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

580 N. Berry Street, Brea, CA

92821

(Address of principal executive offices)

(Zip Code)

(714) 784-6369

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

REBN

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark

if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting

or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 27, 2026, Reborn

Coffee, Inc. (the “Company”) received a notice (the “Notice”) from Nasdaq Listing Qualifications (“Nasdaq”)

notifying the Company that, as it has not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Form

10-Q”), the Company no longer complies with Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”) for continued listing

on Nasdaq. The Company has 60 calendar days to submit to Nasdaq a plan to regain compliance, and if such plan is accepted, Nasdaq may

grant the Company an extension of up to 180 calendar days from the prescribed due date for filing the Form 10-Q, or until February 16,

2027, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision

to a Hearings Panel.

The Notice from Nasdaq has

no immediate effect on the listing of the Company’s Common Stock.

The Company intends to take

the necessary steps to regain compliance with the Nasdaq Listing Rule as soon as practicable. However, there can be no assurance that

the Form 10-Q will be filed within any required timeframe, a plan of compliance will be submitted within such period, Nasdaq will grant

the Company an extension, or the Company will be able to meet the continued listing requirements during any compliance period that may

be granted by Nasdaq.

Item 7.01 Regulation FD Disclosure.

On September 2, 2026, the Company issued a press release

in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached

hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form

8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, which is incorporated into this Item 7.01, is being furnished

pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference in any filing under the Exchange Act, as amended, or the Securities Act of 1933, as amended, except as shall be expressly

set forth by specific reference in such a filing.

Forward-Looking Statements

This filing

contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “plan,”

“intend,” “expect,” and variations of such words and similar future or conditional expressions are intended to

identify forward-looking statements. These forward-looking statements include, but are not limited to, the expected filing of the Form

10-Q, and the ability to regain compliance under the Nasdaq Listing Rule. These forward-looking statements are not guarantees of future

results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Actual

results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the

Company’s filings with the Securities and Exchange Commission (the “SEC”), including the risks and uncertainties described

in more detail in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and

subsequent reports filed with the SEC. For example, there can be no assurance that the Company will

regain compliance with the Nasdaq Listing Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards.

The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as

required by applicable law or regulation.

Item 9.01. Financial Statements

and Exhibits

(d) Exhibits.

Exhibit No

Description

99.1

Press Release, dated September 2, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Dated: September 2, 2026

REBORN COFFEE, INC.

By:

/s/ Jung Jae Lim

Name:

Jung Jae Lim

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 2, 2026

EX-99.1

Filename: ea030435601ex99-1.htm · Sequence: 2

Exhibit 99.1

Reborn Coffee Receives Nasdaq

Notification Regarding Late 10-Q Filing and Continued Listing Requirements

BREA, Calif., September 2, 2026

— Reborn Coffee Inc. (Nasdaq: REBN) (the “Company”), a leader in the specialty coffee market, received a notice

(the “Notice”) from Nasdaq Listing Qualifications (“Nasdaq”) on August 27, 2026 notifying the Company that as

it has not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Form 10-Q”), the Company no

longer complies with Listing Rule 5250(c)(1) for continued listing on Nasdaq.

The Company has 60 calendar days

to submit to Nasdaq a plan to regain compliance, and if such plan is accepted, Nasdaq may grant the Company an extension of up to 180

calendar days from the prescribed due date for filing the Form 10-Q, or until February 16, 2027, to regain compliance. If Nasdaq does

not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Hearings Panel.

The Notice from Nasdaq has no immediate

effect on the listing of the Company’s Common Stock.

The Company intends to take the necessary

steps to regain compliance with the Nasdaq Listing Rule as soon as practicable.

However, there can be no assurance

that the Form 10-Q will be filed within any required timeframe, a plan of compliance will be submitted within such period, Nasdaq will

grant the Company an extension, or the Company will be able to meet the continued listing requirements during any compliance period that

may be granted by Nasdaq.

About Reborn Coffee

Reborn Coffee, Inc. (NASDAQ: REBN)

is a California-based specialty coffee retailer focused on delivering high-quality, handcrafted coffee experiences. With a growing global

footprint and a dedication to innovation, Reborn is redefining the coffeehouse model through its premium products and technology-forward

initiatives.

Forward-Looking Statements

All statements in this

release that are not based on historical fact are "forward-looking statements." While management has based any

forward-looking statements included in this release on its current expectations, the information on which such expectations were

based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ

materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties

described in the Risk Factors and Management's Discussion and Analysis of Financial Condition and Results of Operations sections of

our recent filings with the Securities and Exchange Commission ("SEC") including our Form 10-K for the year ended December

31, 2025, which can be found on the SEC's website at www.sec.gov. Such risks, uncertainties, and other factors include, but are not

limited to, the Company's ability to continue as a going concern as indicated in an explanatory paragraph in the Company's

independent registered public accounting firm's audit report as a result of recurring net losses, among other things, the Company's

ability to successfully open the additional locations described herein as planned or at all, the Company's ability to expand its

business both within and outside of California (including as it relates to increasing sales and growing Average Unit Volumes at our

existing stores), the degree of customer loyalty to our stores and products, the fluctuation of economic conditions, competition and

inflation. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers

not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes

no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Investor Relations Contact:

Chris Tyson

Executive Vice President

MZ North America

REBN@mzgroup.us

949-491-8235

Company Contact:

Reborn Coffee, Inc.

ir@reborncoffee.com

GRAPHIC

Filename: ea030435601_ex99-1img1.jpg · Sequence: 6

Binary file (4121 bytes)

Download ea030435601_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Aug. 27, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 27, 2026

Entity File Number

001-41479

Entity Registrant Name

REBORN COFFEE, INC.

Entity Central Index Key

0001707910

Entity Tax Identification Number

47-4752305

Entity Incorporation, State or Country Code

Entity Address, Address Line One

580 N. Berry Street

Entity Address, City or Town

Brea

Entity Address, State or Province

Entity Address, Postal Zip Code

92821

City Area Code

714

Local Phone Number

784-6369

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value per share

Trading Symbol

REBN

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration